Beautiful Mistakes
by kawaii Jen
Summary: A Drama Angst BenxGwendolyn BenxKai story. Find out how Kenny came to be and what happens afterwards.
1. Walk In The Rain

**Beautiful Mistakes **

I do not own Ben 10.

When he step out of the university the chill of the air hit his skin like tiny needle points. He zip his jacket up till the top of the zipper touch his chin, but even so a jacket was no substitute for an energy shield. which he saw the students rushing passed him begin to activate to keep the heavy droplets of rain off of them.

He raised his left arm to activate the Omnitrix when he stop in mid action remembering the promise he made to his grandpa and Gwendolyn "_That's right I can't use the omnitrix powers outside of battle for a week." _It had only been two weeks since Gwendolyn bought his and hers past selves through the time portal. Although the encounter had taught him some very important lessons letting go of XLR8 for Ben was a difficult change to make after spending years inside the alien's body.

As he exited the university courtyard he glance across the street. The sight of an old umbrella catching his eye. The main color was a navy blue but spread around it was patches of white cloth sewn into it. White cloth that he immediately recognize as pieces of his old white and black shirt he had own in his youth. The owner was a woman dress in different shades of blues and had red hair peeking out from underneath the umbrella _"Gwendolyn. . ."_

Quickly glancing left and right he jog across the street to the other side and slowly made his way towards her. Her head was down low looking at her shoes, She hadn't notice him. Good he always like surprising her "Well, Well looks like I found a little lost kitten." he said with a grin. She looked up quickly a shock look in her eyes that was replace with a shy smirk as she got a good look at who the voice belong to "Hmm. . .careful even a kitten has fangs and crawls." she said pushing herself off the wall and walked towards him holding the old umbrella over him.

He raised one of his eyebrows "Noted. But what are you doing out here anyways? Shouldn't you be back at headquarters? " she let out a mock sigh and briefly closed her eyes for emphases "will you relax I got the Galactic Enforcers covering H.Q. and-" he cut her off "The Galactic Enforcers? Now I'm really worried." he let out a little cry as her foot made contact with his shin "Dweb don't say things like that! They may have made their mistakes but-" he held up his hands in front of him "Okay, Okay I get it I'm sorry." it was then that he notice the folded umbrella in her right hand.

"Is that for me?" he asked pointing to it. She looked at him puzzle for a moment before looking down "Oh yeah! This is also the reasons why I'm here. You left in such a hurry you forgot your energy shield and seeing as you can't use the Omnitrix for seven more days I thought I'll stop by and give you this." she said as she reach out offering it to him. He looked at it this umbrella seem to be pretty new. He took it but did not open it as he looked upwards to the old one Gwendolyn was holding "No thanks! This one's much better." he stated as he toss his left arm around her shoulder and pulled her close to him.

She gave a tiny gasp and for a few seconds Ben thought he might have cross a line but then he felt Gwendolyn muscles relax and her arm loop behind his waist as she snuggle closer to him. He smiled and whispered "lets go."

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Around them people rushed in blurs trying to get from one destination to the other as fast as they possibly could but Gwendolyn and himself kept their pace slow and steady. Ben for his part enjoying the view around him, it was the first time he had actually seen this much of the city he protected for the last twenty years without it being a mess of colors and sounds.

Gwendolyn face seem to take on a soft glow as she happily pointed to each store or building and gave him a small history of each one " and this restaurant "_Une Vedette_" just open last month but its already getting rave reviews from almost every data paper!" they stop in front of said restaurant and Ben could already see a line of what he would guess would be about fifty people already forming a line.

"Wow the food here must be really something." he mutter rubbing his chin thoughtfully "Alright then since _The Galactic Enforcers_ are in charge of H.Q. for tonight how about you, Grandpa, and I have dinner here?" he suggested.

Her jaw drop and she gave him a look that he knew meant "_Are you out of your mind_?" "Are you crazy there's a three month waiting list. Its not like anybody can just waltz into the doors and demand a table." he gave her a bright smile and said "Your right not just anyone can but I'm sure their have a table for Ben 10,000 party of three."

She gave him an annoyed look but before she could start an lecture on how he shouldn't abuse his power he interjected "I know what your going to say but hear me out. I want tonight to be a celebration." she turn her head slightly to the side and asked "A celebration?" he smiled "Yeah it's a new chapter in my life now and I want to start fresh not just with the Hero business but with everything else to." he spoke the last part softy as rub her shoulder a little.

She turned away from him and looked towards her shoes again. Her grip around his waist as tight as ever. She seemed to be contemplating something as it was a few moments before she spoke again but when she turn to look into his eyes he saw that innocent teenage girl once more "Ben I-" she began but was cut off by another female voice.

"_Ben!?_"

They both turn to look in front of them and Ben's eye rest upon a face he never thought he'd ever see again.

"Kai?"

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After I watch Ken 10 the other day my muse would not leave me alone and I ended up writing this short first chapter. I ended up really liking Ken 10 and for a second when Gwendolyn said "_Kenneth Tennyson" _in that total mom voice I really thought for a second Kenny was going to say "Mom"

Just to clear the air I don't hate Kai I just hated the way she treated Ben. So in some points Kai will not make the best choices but everyone will learn that some mistakes can be beautiful.

Oh writing on "A Gift From The Stars" umm. . .imagine that the story is a 1 GB file and my writing is the download speed which is 0.3 KB. . .I'm sorry everyone it is being worked on but I keep getting distracted by different muses and it keeps getting pushed back.


	2. Past Encounters

**Beautiful Mistakes**

**Chapter two: Past Encounters **

I do not own Ben 10.

"Kai?"

Although he had heard the name escape his lips he still did not believe his eyes. Kai Green stood before him the ends of her ebony hair now touching her shoulder blades, her chocolate color skin now held a few wrinkles but they only made her brown eyes stand out to him even more. They had lost their fierily intensity that had capture him in his childhood but now contend a gentle calmness.

The sudden lost of Gwendolyn's warmth snapped his gaze away from Kai and to the woman beside him. She was now several steps away from him and her face that had just moments ago glow with happiness had taken on a deadly pale complexion.

He made a move to grab Gwendolyn's hand but Kai's voice range out once more turning his attention to her "Ben Tennyson it is you! I had heard the reports that you were back in your human form but I never thought that I'll just walk right into you on the street." she said smiling at him brightly.

Ben lips moved rapidly but he could not utter out a single word, instead he reverted back to scratching the back of his head an old habit he picked up during his high school years when ever he was in an awkward position. His thoughts kept bouncing back and forth between the two women a part of him just wanting to grab hold of Gwendolyn and go back the way they came and the other part wanted to see Kai smile at him once more.

A low whisper brought him back to reality "What are you doing here?" he turned to look at Gwendolyn her body looked stiff and eyes had a wild intensity to them as she study Kai closely as if she was an ancient relic that would at any moment disappear if she should take her eyes off of her.

Kai looked at Gwendolyn as if she had suddenly appeared out of thin air "Gwen is that you? I'm sorry I didn't see you there." she said a little uneasy as if she wasn't sure what tone she should be using "Its Gwendolyn now." came an even tone voice. There was a few moments of silence each woman waiting for the other to continue Ben felt the air around him grow heavy a feeling he wasn't to sure he could blame entirety on the weather.

"I just moved into the city a few days ago because of a job transfer, I actually was on my way to meet with my new boss so I really should get going before I'm late. It was nice seeing you again Ben and you too Gwendolyn." she said as she side step passed them and hurried down the soaked pavement.

The coolness of Gwendolyn's voice range out in the silence that was left between them "Come on we should hurry back to Headquarters before we catch something." she stated as she began to walk forward. He stared at her for a few moments wondering what would come form this encounter.

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The beeping of the elevator signal their arrival to the top floor followed by the clinking sound of the doors opening. She made her way briskly to the center of the room and began folding the soaked umbrella she sense Ben at her side but continued with her task "I'll go and make the reservations for tonight." he said. She was now leaving a very large puddle of water on the floor but she continued anyways not wanting to face him right now "I'll go and inform Grandpa about the plans." she said in a low voice. She could feel his eyes on her waiting for her to say more but after a few minutes of silences she heard the thumping of his boots as he walked off.

She let out a heavy sigh as she made her way towards the elevator. She pushed the button for the 70th floor her Grandfather was most likely to be working on the rust bucket again. She leaned back on the cold wall of the elevator _"_How can things change so quickly?" she said softly to herself.

Just moments ago she was the happiest she had ever been in almost fifth teen years. Ben was finally back to his old self and the way he had held her in his arms felt just like the way he did before Vilgax's attack before he went XLR8.

It seemed that now was finally their time, their chance to be together but fate as she learned was cruel with just one look from that woman. . .Kai Ben was back to being that ten year old boy completely under her charm and she was back to being that insecure girl.

The sound of the elevator doors opening broke her of her thoughts as she made her way through the garage quickly spotting the old satellite dishes on top of the RV. As she got closer she spotted her grandfather working on the engine of the RV "How is she grandpa?" she asked knocking on the hood to get his attention "Gwendolyn! oh just fine now that I installed that Hydro radiator." he said popping out from under the hood. He slammed the hood shut his face and hands were cover with grease and oil which he was trying to wipe off with an old rag "Why don't we go inside I need to clean up." nodding her head she followed him to the RV. She took one step inside and heard a clutching noise beneath her feet, looking down she saw the floor cover in empty wrappers.

Bending down and grabbing one of the wrappers she read the title and immediately her stomach began to feel uneasy "**Instance breakfast: Pancake sausage sticks**" she sent a glare at the old man who was currently busy at the sink "Grandpa what is all this?" not bothering to look at her he asked "Hmm. . .all what?" putting the old umbrella on the side table she picked up a few more wrappers and showed them to him "Theses! Grandpa eating theses things is just asking for an heart attack!"

Wiping his hands with a towel he gave her a smile "Oh those things are wonderful, just pop them in the microwave and in two minutes I have a complete breakfast." She raised a delicate eyebrow "Yeah a complete breakfast with six hundred calories! Grandpa there must be about twenty five of these wrappers just how many have you eaten? " he place a chubby hand to his chin and looked thoughtful "Hmm. . .I lost count after the third box." letting out a frustrating sigh she bent back down and began to pick up the remaining wrappers.

She heard a soft chuckle and her grandpa's husky voice "Don't worry about me Gwendolyn. I survived countless alien invasions, two wars and raised two rowdy boys. A couple of instance breakfasts won't bring me down." she was about to rebuttal him when he continued "Besides I'm more worried about you. When you went to pick up Ben wild horses couldn't wipe the smile off your face and now you look like you seen a ghost or something. What happened? Did the two of get into a fight?"

Gwendolyn froze at her grandfather's question and continued to stare at the RV floor she could feel his eyes staring at her. She knew they would be full of concern but right now they felt as if they would lasers burning into her skin. She swallowed and as joyfully as she could said "No we didn't get into a fight. Its nothing grandpa."

She heard a deep sigh behind her and felt the vibrations of his heavy body walk towards her. He place a soft hand on her arm and pulled her up "Gwendolyn take a seat. I'm going to tell you a little story." she made a face of protest but it was quickly wipe away by his stern look "Gwendolyn Tennyson now please." she slump into the old table and looked at her grandfather as he took his seat on the opposite side.

He cleared his throat before beginning " You see this umbrella? Now its got to be about thirty five years old and it has a lot of tales to tell in its long lifespan but I think the most interesting one is about a boy and a girl lets call them Manny and Wendy. If you asked Wendy to describe Manny one of the things she would say would be "Hot Headed" and if you asked Manny to describe Wendy you would hear "Bossy" as you can tell theses two don't seem to mix well with each other and you would be partly right. They could argue with each other till the sun rises in the East till it set in the west.

One day their fighting was so bad that they ended up being left behind in an abandon gas station during a down pour. They immediately started to argue once more, each one blaming the other for the situation they were in and stormed off to different sides of the station. Manny went to the garage and was able to find an umbrella but it was full of holes while Wendy looked through bathroom cabinets and found a first aid kit.

Eventually the two ran into each other again and agreed to a truce showing one another what they had found. Wendy told Manny that she had seen a call box a few miles down the road and that if they could reach it they could call for help but Manny pointed out that they could be stuck outside for awhile in the rain and would probably get sick.

Out of ideas they sat down and looked inside the first aid kit hoping to find something they could use. Inside was a couple of candles, A pair of small scissors, a half box of old bandages, and needle and thread. Wendy told Manny that if they sewed up the umbrella then they could make it to the call box with out the worry of getting wet.

Wendy removed the thread from its wrapper but it was so old that it broke apart in her hands. Seeing the disappointment came over Wendy Manny removed his jacket and suggested that they cut up his shirt and use it as the thread. At first Wendy protested saying that Manny would catch his death if they did that but Manny reminded her that he still had his jacket and that this plan was the only way of them getting out of here unless Wendy wanted to spend the night in the gas station.

Reluctantly she agreed and with some fine needle work and a few pinch fingers the once torn and broken umbrella was sewn back together again giving it new life and memories.

So you see Gwendolyn even though Manny and Wendy fought a lot they learned that if they took the time to stop and listen to each other and work together then there wasn't any problems they couldn't fix."

She smiled at the old man in front of her and reach across the table to grab one of his hands "I understand grandpa and thank you for the _"_story_" _I'll make sure and remember its lesson." she made a mental note to talk to Ben after dinner and explain why she was upset. When she thought about it now with a cooler head he was probably just as shock at seeing Kai as she was and that was the reason behind his speechless expression. She also noted to find out where Kai worked so that she could apologize for her cold behavior. Her grandfather gave her hand a tight squeeze and smiled gently at her " I told you guys once I'll tell you again I'll always be there for the two of you."

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The soft sounds of a violin welcome them as they entered Une Vedette the atmosphere was aglow with hundreds of lighted candles either lining the walls or hung by chandeliers. The walls and ceilings look as if they were carved from a soft white stone and had replicas of famous paintings covering its surface.

The manager greeted them at the counter he was a older man with a stocky build and a head full of grey hair which he had fashion in a tight pony tail at the back of his head " Ah, Mister Tennyson it is an honor to have you and your party dine here in our humble establishment. Please follow me I will show you to your table." The manager offer his arm to Gwendolyn and she took it politely turning around she sent him a smile as they lead the group.

He was happy to see her mood had brighten since she went to inform their grandpa of their plans. She had told him that she had something to tell him after dinner and the way she had smiled at him just now made him grin a little at the possibilities of what it was.

As they took their seats the manager handed out their menus "Now your waiter for tonight Pierre will be with you shortly but for right now what can I get you to drink?" looking through the menus he noted the wide selection of wines and alcohol never being one to hold his liquor he decide to just go with water "I'll just have a glass of water." nodding he turned his attention to Gwendolyn "And for you ma'am?" her eyes moved back and forth studying the menu "I think I'll have the Green Tea." writing down her answer he turned to Grandpa "and for you sir?" setting down his menu grandpa asked "How are your wines?" the manager voice took on a prideful tone "We import the finest of wines sir our Red wine was rated one of the best by the intergalactic data papers." grandpa nodded his head "That's fine bring me a glass of your Red please."

He left briskly to fill their orders and Ben sat back into his chair taking in the sight and sweet smells of the restaurant " So this is quite the place. I can see why Gwendolyn would want to come here but I'm surprise she was able to convince you to agree to it Ben." Grandpa stated he grinned at the old man "Convince me? What are you talking about grandpa I'm just here for the great food." his grandfather raised one of his eyebrows and stared at him scrutiny "Really? I never knew you shared my fondness for escargot." his grin drop instantly and he widen his eyes "Snails?" both Grandpa and Gwendolyn laugh at his expression.

He felt a tap on his shoulder and looked to his left a waiter stood before him "I'm terribly sorry for the interruption sir but you have a call by a gentleman name John." he stood up "John you say?" the waiter nodded "Yes sir we have a private phone in the back please follow me." he turned to his grandfather and Gwendolyn giving them a apologetic look " Sorry about this I'll be back soon." he said before heading off to the back of the restaurant.

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As she watch Ben leave she couldn't help but feel disappointed and a bit angry at the caller for the sudden interruption "Well Gwendolyn I'm sure I can trust you to hold down the fort while I'm gone? I want to see if this violin band know any other classics. If I'm lucky their know "Devil went down to Georgia" he said standing up and heading towards the band that was currently moving along around the outside tables on the balcony.

She giggle at her grandfathers request and waited to see the looks upon the faces of the customers when they heard the switch from Isaac Stern soft melodies to the heavy and fast pace of the Charlie Daniels band

"Gwen Tennyson is that really you?" hearing her name She looked behind her a man stood there he looked to be in his early thirties dressed in a spotless and pressed business suit with slick black hair, deep brown eyes and quite the handsome face. It took her a moment to recognize him but when she did she stood up and embrace him in a friendly hug "Edwin!" she cried out.

He return the embrace eagerly "Its so good to see you again the last time I saw you was at the space convention. What seventeen years ago?" he asked pulling back and smiling at her.

"Seventeen years? Has it really been that long. Please have a seat." she said gesturing to one of the empty chairs "Thank you." he said as he took grandpa's chair which was on the opposite of the small table "So what are you doing here?" she asked her old friend.

He cleared his throat "I'm actually on a business dinner with some of my shareholders. We'll discussing our plans for a few new hospitals on Mars." she smiled at him "Hospitals? I would have thought you be in the hotel business like your grandfather but Edwin that's wonderful!" his eyes brighten at her "Thank you why my Grandfather cared for the entertainment of his customers I think focusing on the healing is more useful in this day and age." she nodded her head agreeing.

She notice he was now staring at her hands now and raised her eyebrows "Yes?" he look flustered "Forgive for staring but I couldn't help and wonder why such a beautiful and vibrant woman such as your self would be sitting alone in a restaurant." she blushed at his words "Oh I'm not alone I'm with my Grandfather and Ben tonight. But I could ask you a similar question" she said looking down to his empty fingers also.

He looked at her with a soft expression "I guess I just haven't found the right woman yet." he reach out and grab hold of her left hand letting them rest on top of the table the action made the heat raise to her face "It was nice seeing you again Gwen. I would love to continue this conversation but the shark eyes of my shareholders are staring us down." Letting go of her hand he stood up and gave her his business card "You can contact me here. I'll be in town for awhile and would love to visit you, your grandfather and of course Ben as well at a later date." she took the card and bid him a Farwell as he walked off .

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Ben followed the waiter towards the back of the restaurant and into a small office where he activated the video scene for the phone Ben bid him a thank you as the waiter exited the room. The friendly face of professor Jonathan Connor greeted him "Professor! Don't tell me you finished the blue prints already?" he asked

A husky chuckle came from the man on the other side of the scene "Yes indeed I have. I just wanted to call you and ask if you could drop by tomorrow around one so that you can confirm the new design." smiling he place his hands on his hips "Sir you are amazing, of course I'll be at one sharp." Jonathan laugh "What this Sir Business I told you hundred times just John will do. I'll see you then." with that the scene went black.

He exited the room to find the waiter waiting for him. He shrug him off telling him he could find his way back to his table just fine. The young man bowed and hurried off to the main room. He followed the corridor as well till he enter the V.I.P section and spotted Gwendolyn's bright red hair in the middle of the room as he got closer he saw that grandpa was no longer seated at the table and instead was replace by a man around their age. They were smiling at each other now and as he got closer he recognized who the man was. The oily slick back hair and dirt color eyes could only belong to one person. . .Edwin Smith. Taking cover behind a pillar he watch them at the table softy laughing and looking at each other as if they were the only ones in the room.

Edwin reach over and link his hand with Gwendolyn's a sharp pain stab at his chest and suddenly it became clear to him the reason for the contemplated look she had when he talked about starting fresh and what she wanted to talk to him about after dinner. . .she was dating Edwin.

To be continued.

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The theme song for this story (Yes it has a theme song. The reason for it being as it was a big part of my muse for this story.) is Cold play "What If" the lyrics are beautiful and will be nice to listen to as you read This story.

I love symbolism in stories and I try to place a lot of it in my Ben 10 stories so please look out for them. A lot of it is obvious as I want the readers to catch on to them but some you have to read into.

I have quite a few of Ben/Gwen stories currently planed out but I don't really want to flood the channel with my stories so. . .maybe I will hang on to them till later.

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**Emerald Shapeshifter 777 - **Thank you for the review. I also really liked the future Ben 10,000 episodes. Maybe after the new series Hero generation or Alien Force as some call it is over a new one staring Ben 10,000 will start up.

**Jinnai - **Hey Jinnai thank you for the review I hope you enjoyed this chapter.

**Cm27815** - Maybe to the BenxKai story as I said I have a lot of Ben/Gwen stories in the works but I may feel guilty about some things and do a one shot Ben/Kai.

**Anon - ** Thanks for the review. Glad you liked the romance I was a bit worried about that part as I have not really writing romantic scenes before but I'm glad it turn out okay. Hmm yes there will be romance but before Ben and Gwendolyn see the sunshine and rainbow they will have to put up with the rain of angst and drama.

**AvatarKiba1001** - Thank you for the review. Yes Thomas perkins the character designer for Ben 10 stated in the forums that he designed Kenny _as if _Kai was his mother.

**Mr. Evil - **Thank you for the review.

**MerbMaid - **Thank you for the reviewNo more waiting here is the second chapter.

Please Read and Review.


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